Attached files
| file | filename |
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| 8-K - CURRENT REPORT - THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. | therapeutic8k040611.htm |
| EX-99 - EX 99.2 - THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. | therapeutic8k040611ex992.htm |
Exhibit 99.3
Therapeutic Solutions International, Inc. | |||||||||||||
Pro-Forma Consolidated Balance Sheets | |||||||||||||
December 31, 2010 | |||||||||||||
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| Therapeutic Solutions International, Inc. |
| Splint Decisions Inc. |
| Adjustments |
| Consolidated | |||||
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| Cr) |
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A S S E T S | |||||||||||||
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Current assets |
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| Cash | $ | 1 |
| $ | 2,365 |
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| $ | 2,366 |
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Total current assets |
| 1 |
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| 2,365 |
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| 2,366 | |
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Total assets | $ | 1 |
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| 2,365 |
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| 2,366 | |
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LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||||||
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Current liabilities |
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| Accounts payable | $ | 5,736 |
| $ | - |
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| $ | 5,736 |
| Related party payable |
| 22,231 |
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| 10,021 |
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| 32,252 |
Total current liabilities |
| 27,967 |
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| 10,021 |
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| 37,988 | |
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Stockholders' (Deficit) Equity |
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| Shares held in escrow |
| - |
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| - |
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| - |
| Preferred Stock |
| - |
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| - |
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| - |
| Common Stock |
| 28,710 |
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| 2 |
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| 28,712 |
| Additional paid in capital |
| 2,048,048 |
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| - |
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| 2,048,048 |
| Deficit accumulated during the development stage |
| (2,104,724) |
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| (7,657) |
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| (2,112,381) |
Total stockholders' (deficit) equity |
| (27,966) |
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| (7,655) |
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| (35,621) | |
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Total liabilities and stockholders' (deficit) equity | $ | 1 |
| $ | 2,365 |
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| $ | 2,366 | |
Therapeutic Solutions International, Inc. | |||||||||||||
Pro-Forma Consolidated Statements of Operation | |||||||||||||
Year ended December 31, 2010 | |||||||||||||
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| Consolidated | |
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| Therapeutic Solutions International, Inc. |
| Splint Decisions Inc. |
| Adjustments |
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Revenues |
| - |
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| 260 |
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| 260 | |
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Revenues | $ | - |
| $ | 260 |
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| $ | 260 | |
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Cost of Goods Sold |
| - |
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| 12 |
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| 12 | |
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Gross Profit |
| - |
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| 247 |
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| 247 | |
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Expenses |
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| Incorporation Fees |
| - |
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| 4,604 |
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| 4,604 |
| Travel |
| 2,149 |
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| - |
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| 2,149 |
| Administrative Expenses |
| - |
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| 301 |
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| 301 |
| Professional fees |
| 458,572 |
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| 3,000 |
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| 461,572 |
Total expenses |
| 460,721 |
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| 7,905 |
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| 468,626 | |
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| Other income |
| 2,500 |
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| - |
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| 2,500 |
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Net loss | $ | (458,221) |
| $ | (7,657) |
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| $ | (466,126) | |
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Basic (loss) earnings per share | $ | (0.02) |
| $ | (7.66) |
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| $ | (0.02) | |
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Weighted average shares outstanding |
| 24,866,164 |
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| 1,000 |
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| 24,867,164 | |
THERAPEUTIC SOLUTIONS INTERNATIONAL, INC
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2010
1.
Basis of Presentation
Pursuant to a common stock share exchange agreement dated November 16, 2010, between Friendly Auto Dealers, Inc. (the Company) and Splint Decisions Inc. (Splint Decisions); the Splint Decisions shareholders agree to exchange all of their common stock in Splint Decisions for 85% of the total restricted outstanding and issued shares of the Company.
Since not all information required for annual financial statements is included herein; the following unaudited pro forma condensed consolidated financial statements presented below should be read in conjunction with the Company’s Form 10-Q for the twelve months ended December 31, 2010 and the Splint Decisions Inc. financial statements for the period ended December 31, 2010. These statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars.
The following unaudited pro forma condensed consolidated financial statements as of December 31, 2010 are presented as if the merger occurred on January 1, 2010.
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The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what our financial position and results of operations actually would have been for the periods presented, nor do such financial statements purport to represent the results of future periods. The pro forma adjustments are based upon available information.
Based on a review of the accounting policies of Splint Decisions, it is the Company management’s opinion that there are no material accounting differences between the accounting policies of Splint Decisions Inc. and Therapeutic Solutions International, Inc.
It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s accounting policies. No potential costs savings, non-recurring charges, or credits are anticipated by the Company’s management subsequent to completion of the transactions.
2.
Business Acquisition
The share exchange agreement as described above is intended to qualify as a tax-free exchange pursuant to Section 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. Following completion of the transaction, the Company’s articles of incorporation will be amended to increase the number of the Company’s authorized commons shares from seventy million to seven hundred million shares.
3.
Pro Forma Assumptions and Adjustments
The unaudited pro forma consolidated financial statements incorporate the following pro forma assumptions:
a.)
All of the Splint Decisions Inc. common shareholders exchange agree to exchange all of their common stock in Splint Decisions, equal to 100% of the issued and outstanding shares, for 250,523,333 of the Company’s restricted common shares representing 85.00% of the total number of issued and outstanding shares of the Company.
b.)
The exchange agreement will be accounted for as a reverse merger and a tax-free reorganization.
4.
Pro Forma Share Capital
Pro forma share capital at December 31, 2010 has been determined as follows: